This week’s New York Business Divorce undertakes a post-mortem of sorts on a case involving the judicial dissolution of a pathology medical practice with 50/50 shareholders.
Continue Reading The Pathology of Deadlock Dissolution
Minority shareholder oppression on steroids is one way to describe what happened in Matter of Twin Bay Village, Inc., in which an upstate appellate panel recently affirmed an order dissolving the corporation and setting aside a stock issuance that diluted the minority shareholders. Learn more in this week’s New York Business Divorce.
Continue Reading And the Award For Most Oppressive Conduct By a Majority Shareholder Goes to . . .
This week’s New York Business Divorce highlights an appellate opinion affirming a lower court’s findings of grounds for dissolution in a “classic” case of minority shareholder oppression.
Continue Reading An Oppression How-To: Revoke Employment, Profit Sharing and Control
Agreements providing for compulsory buyouts upon termination of a minority shareholder’s employment can be a good thing. Complications or sometimes litigation sets in, however, when termination for cause is linked to a devalued buyout formula, as illustrated in the case highlighted in this week’s New York Business Divorce.
Continue Reading The Hidden Cost of a Devalued Buyback Upon Termination for Cause
There’s sure to be fireworks — or at least litigation — when one of two 50% members of an LLC attempts to terminate the other for wrongful conduct as vaguely defined in the LLC agreement, as illustrated in an appellate ruling last month in Harker v. Guyther, featured in this week’s New York Business Divorce.
Continue Reading Court Construes Member Expulsion Provision in LLC Agreement
An unusual set of facts, involving the termination of a shareholder’s employment following his criminal conviction, set the stage for last week’s appellate ruling requiring the redemption of his shares notwithstanding the company’s noncompliance with certain time limitations governing the exercise of its purchase option. Get the full story in this week’s New York Business Divorce.
Continue Reading Stockholder Fired, Forced to Sell Shares After Felony Conviction
This week’s New York Business Divorce highlights a recent, important ruling by an appellate court concerning the requirements for service of the petition in corporate dissolution proceedings.
Continue Reading Special Rules Govern Service in Corporate Dissolution Proceedings
It’s that time again, when New York Business Divorce lists the ten most noteworthy business divorce cases of the past year, along with short summaries and links to prior posts on the featured cases. Happy New Year!
Continue Reading Top Ten Business Divorce Cases of 2013
If you’re going to require super-majority consent as to certain business decisions in a shareholder or operating agreement, be sure to draft clearly so as to leave no room for potential litigation over the level of required consent. That’s the lesson of Herbert v Schodack Exit Ten, LLC, decided earlier this month by an upstate appellate panel and highlighted in this week’s New York Business Divorce.
Continue Reading Unanimous Vote Requirement in LLC Agreement Turns on Meaning of “Commitment”
“Is she or isn’t she a shareholder? Only her tax preparer knows for sure.” It may not be quite as catchy as the famous Clairol commercial, but it’s a good entreaty to read this week’s New York Business Divorce highlighting a recent appellate ruling in a dissolution case in which the petitioner unsuccessfully relied on tax returns to prove his shareholder status.
Continue Reading Form K-1s Do Not Always a Shareholder Make